Terms of Service

• Last Updated: October 1, 2021
  
  ‍Welcome to VenderUp.  By signing up for a VenderUp Account or using any VenderUp Services (as defined below), you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
  
  Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the venderup.com website and the VenderUp application and any such services offered by VenderUp are referred to in these Terms of Service (the "Service") operated by BridgeSell LLC. (“VenderUp”, "us", "we", or "our").  You must read, understand, and agree with the Terms of Service before you use any of VenderUp’s products and services. This includes all features and functionalities, our user interfaces such as our website, and all content and associate software (in whole or in part, the “Products and Services” or “Services”).
  
  These Terms of Service require all disputes between you and VenderUp to be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Arbitration Agreement below for the details regarding your agreement to arbitrate any disputes with VenderUp.
  
  Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.  VenderUp reserves the right to change and update the Terms of Service by posting updates and changes to the VenderUp website.
  
  Acceptance of Terms of Service
  
  By using, visiting, or browsing the Products and Services as a user or paid or unpaid member, you accept and agree to be bound by these Terms of Service, available at venderup.com/terms-of-service. Further, you must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including VenderUp’s Privacy Policy (collectively, the “Policies”), before you may sign up for an VenderUp Account or use any VenderUp Services. If you do not agree to these Terms of Service, you should not use the Products and Services, including our website and software. Violation of any terms will result in termination of your account. Questions about the Terms of Service may be sent to help@venderup.com.
  
  These Terms of Service, together with the Policies, constitute the entire agreement between you and VenderUp and supersede any and all previous agreements, written or oral, between you and VenderUp, including previous versions of the Terms of Service. Any failure of VenderUp to enforce or exercise a right provided in these terms is not a waiver of that right.
  
  Changes to Terms of Service
  
  VenderUp reserves the right, from time to time, with or without notice to you, to change these Terms of Service, including the Policies, in our sole and absolute discretion. VenderUp may also freely assign or transfer this Terms of Service. The most current version of these Terms of Service can be reviewed by visiting our website and clicking on “Terms of Service” located at the bottom of the pages of the VenderUp website. The most current version of the Terms of Service will supersede all previous versions. We will endeavor to post prior version(s) on our website when the Terms of Service are updated.If any provision of this Agreement is declared void or unenforceable by any judicial authority, this shall not nullify the remaining provisions of the Agreement, which shall remain in full force and effect.
  
  Eligibility
  
  You must be at least 18 years of age to use our Products and Services (or the age of legal majority where you live).If you are registering to use the VenderUp Services on behalf of a legal entity, you represent and warrant that: (a) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (b) you are authorized by such legal entity to act on its behalf.If you use our Services on behalf of another person or entity: (a) all references to "you" throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person's or entity's behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.Additionally, in order to use the Services, you must not: (a) have previously been suspended or removed from using the VenderUp Services and (b) be violating any other agreement to which you are a party by agreeing to these Terms.
  
  Account Terms Overview
  
  You are responsible for using the Products and Services in a private and secure manner. VenderUp is not liable for any damage or loss due to unauthorized account access resulting from your actions, such as not logging out of the Products and Services or sharing your account password.
  
  VenderUp can refuse registration or cancel an account at its sole discretion at any time.You may not use the Products and Services for any illegal activity or to violate laws in your jurisdiction.
  
  You may not use the Products and Services to distribute unsolicited email (“spam”) or malicious content such as viruses or worms.You may not exploit the Products and Services to access unauthorized information.
  
  VenderUp reserves the right to modify, suspend, or discontinue the Products and Services for any reason, with or without notice.
  
  Abuse or excessively frequent requests to the VenderUp website or other Products and Services may result in the temporary or permanent suspension of your account’s access to the Products and Services. VenderUp, at its sole discretion, will determine abuse or excessive usage. VenderUp will make a reasonable attempt via email to warn the account owner prior to suspension.VenderUp owns intellectual property rights to any protectable part of the Products and Services, including but not limited to the design, artwork, functionality, and documentation. You may not copy, modify, or reverse engineer any part of the Products and Services owned by VenderUp. For more details, see below the Intellectual Property section of these Terms of Service.
  
  You are responsible for the security of cardholder data you possess or otherwise store, processes, or transmits on behalf of your customer, or to the extent that you could impact the security of your customer’s cardholder data.
  
  Selling and Buying
  
  When a buyer and seller agree on a price for an item posted for sale on the Products and Services, they have different options for completing the transaction.If a buyer and seller agree, items may be paid for outside of the VenderUp Products and Services, such as by cash, check or other payment method agreed upon. Such payments are made directly between the buyer and the seller when they complete their transaction, pursuant to terms they determine. VenderUp is not a party to such transactions, does not facilitate such transactions, and cannot assist with refunds or returns related to such transactions in any manner.
  
  Alternatively, the VenderUp Products and Services allow you to pay for a purchase with a credit card or other electronic payment method. All purchases made using the VenderUp Products and Services are made directly between you and the other party according to these Terms and any other terms and policies the parties mutually determine. VenderUp is not a party to such transactions and disclaims and any and all responsibility to facilitate such transactions or provide refunds or returns are on behalf of the buyer and the seller.
  
  In addition, VenderUp is not a party to transactions conducted between buyers and sellers, or to the shipping of items from sellers to buyers. VenderUp is not liable for any losses, damages, or delays related to shipping.
  
  User Conduct and Submissions
  
  Any text, graphics, photographs, or other information communicated to VenderUp (collectively, “Content”) belongs to the person who posted such content. You may use any Content posted by you in any other way without restriction. You may only use Content posted by others in the ways described in these Terms of Service.You give VenderUp a non-exclusive, free, worldwide license for the duration of the applicable author’s rights, to publish your Content. In addition to the right to publish, you also grant the following rights, without limitation: (i) the right to reproduce; (ii) the right to transfer, which includes the distribution via computer and networks; (iii) the right to edit, modify, adapt, arrange, improve, correct, translate, in all or in part; (iv) the right to update/upgrade by adding or removing; and (v) the right to film, perform or post the Content in any media. Except as described in our Privacy Policy, VenderUp will not be required to treat any Content as confidential.VenderUp cannot control all Content, assumes no responsibility to actively monitor Content and does not endorse any Content posted by third parties to the Products and Services, including to our user interfaces, and does not guarantee the accuracy, integrity or quality of such Content. Although VenderUp has no obligation to screen, edit or monitor Content, we may delete or remove Content at any time and for any reason with or without notice.You understand that by using the Products and Services you may be exposed to Content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will VenderUp be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content. If you would like to report objectionable materials, please contact help@venderup.com
  
  By accessing the Products and Services, including our website and other user interfaces, you agree to use the Products and Services, including all features and functionalities associated therewith, our website, other user interfaces and all content and software associated therewith in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Products and Services or Content therein. In addition, you agree not to upload, post, e-mail or otherwise send or transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Products and Services. You also agree not to interfere with the servers or networks connected to any portions of the Products and Services or to violate any of the procedures, policies or regulations of networks connected to the Products and Services. You also agree not to impersonate any other person while using the Products and Services, conduct yourself in a vulgar or offensive manner while using the Products and Services, or use the Products and Services for any unlawful purpose.
  
  You may not create, post, store or share any Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. You will not (and will not allow or authorize any third-party to) post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise publish through the VenderUp Services any Content that:
  
  - Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  
  - Is, in VenderUp's judgment, disrespectful, inappropriate, or may expose VenderUp, our users or others to harm or liability;- May infringe the patent, trademark, trade secret, copyright, intellectual, privacy or proprietary right of any party;
  
  - Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  
  - Includes any statements or claims that do not reflect your honest views and experiences;
  
  - Contains any unsolicited marketing promotions, political campaigning, advertising, or solicitations;
  
  - Contains any private information of any third parties, including addresses, phone numbers and payment card information; or
  
  - Contain viruses, corrupted data or other harmful, disruptive, or destructive files.
  
  Use of the Products and Services and any personally identifying information submitted through the Products and Services, such as through our user interfaces containing community forums, is subject to our Privacy Policy, the terms of which are incorporated herein, and a copy of which is currently located at venderup.com/privacy-policy. Please review our Privacy Policy to understand our practices. The date of any changes to our Privacy Policy will be noted at the bottom of the policy.
  
  By using the Products and Services, you are consenting to receive certain communications from us. For example, VenderUp may send you newsletters about new VenderUp features, special offers, promotional announcements and customer surveys via email or other methods.
  
  Please review our Privacy Policy for further details on our marketing communications. You can also find the unsubscribe instructions there. By using the Products and Services, you consent to receiving electronic communications from VenderUp. These communications may include notices about your account (for example, change in password or Payment Method, confirmation e-mails and other transactional information) and information concerning or related to our service. These communications are part of your relationship with VenderUp and you receive them as part of the VenderUp membership. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
  
  The member who created the VenderUp account and whose Payment Method is charged is referred to here as the “Account Owner”. The Account Owner has access and control over the VenderUp account. The Account Owner’s control is exercised through use of the Account Owner’s password and therefore to maintain exclusive control, the Account Owner should not reveal the password to anyone. In addition, if the Account Owner wishes to prohibit others from contacting VenderUp Customer Service and potentially altering the Account Owner’s control, the Account Owner should not reveal the Payment Method details (for example, the last four digits of their credit or debit card, or their email address if they use PayPal) associated with their account. BY SHARING THE VenderUp ACCOUNT PASSWORD, THE ACCOUNT OWNER AGREES TO BE RESPONSIBLE FOR ASSURING THAT THE PERSONS WITH WHOM IT SHARES THE PASSWORD COMPLY WITH THE TERMS OF SERVICE AND SUCH ACCOUNT OWNER SHALL BE RESPONSIBLE FOR THE ACTIONS OF SUCH PERSONS.
  
  Any abuse or threatened abuse of other users of the Products and Services or of VenderUp personnel will result in immediate account termination.
  
  Prohibited Conduct
  
  You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort while using our Services, and you are solely responsible for your conduct while using our Services. Without limiting the forgoing, you will not:
  
  - Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services or any networks connected to our Services in any manner;
  
  - Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  
  - Sell, resell or commercially use the VenderUp Services except as expressly permitted by us;
  
  - Sell or offer for anything that violates our Prohibited Items Guidelines;
  
  - Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
  
  - Provide false, inaccurate or misleading information to VenderUp or our service providers, including when registering for an VenderUp account or using the VenderUp Payments solution;
  
  - Impersonate or post on behalf of any person or entity or otherwise misrepresenting your affiliation with a person or entity;
  
  - Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, including our underlying content and source code, except as expressly permitted by us or our licensors;
  
  - Modify our Services, remove any proprietary rights notices or markings, obscure or disable any advertisements that appear on or through the Services, or otherwise make any derivative works based upon our Services;
  
  - Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
  
  - Develop or use any third-party applications that interact with the VenderUp Services without VenderUp's prior written consent;
  
  - Use any type of automated means to utilize the VenderUp Services or to collect or extract data from VenderUp, such as a harvesting bot, robot, spider, script, crawler, or scraper, not provided by VenderUp; or
  
  - Use the VenderUp Services to infringe or violate the intellectual property rights or any other rights of anyone else (including VenderUp).
  
  You will establish and use your VenderUp account only in accordance with any guidelines issued by VenderUp. Without limiting the forgoing, you will not:
  
  - Create more than one account;
  
  - Transfer your account to another user;
  
  - Attempt to obtain the password, account information, or other security information of another user; or
  
  - Attempt to use another user's account without authorization from that user and VenderUp.
  
  If you engage in any of the conduct described above or similar conduct, VenderUp may suspend or terminate your right to access the Services. Enforcement of this “Prohibited Conduct” section (“Section”) is solely at VenderUp's discretion, and failure to enforce this Section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
  
  Payment and Fees
  
  You must pay all fees for any products and services except for any products and services we expressly offer free of charge.  If you are billed for the Products and Services by one of our partners, its billing terms shall apply. To access any of our Products and Services, you must have access to the Internet and must create an account on the free subscription.
  
  Questions about VenderUp billing are directed to help@venderup.com. VenderUp does not provide refunds for Products and Services.
  
  Cancellation and Termination
  
  You may cancel and terminate your Account at any time by contacting VenderUp support at help@venderup.com and then follow the specific instructions indicated to you in VenderUp’s response.
  
  Features and Functionality
  
  The Products and Services include an online sales page link that can be integrated with your existing website, blog, social network as applicable. We reserve the right in our sole and absolute discretion to make changes from time to time and without notice in how we operate the Products and Services. Any description of how the Products and Services work should not be considered a representation or obligation with respect to how the Products and Services always will work. We are making constant adjustments to the Products and Services and often these Terms of Service do not capture these adjustments completely.
  
  Social Media
  
  For members in certain countries, some of the Products and Services, such as our online sales page link, can be added to your page on social media networks, such as Facebook.
  
  BY CONNECTING YOUR VenderUp ACCOUNT TO YOUR FACEBOOK OR ANY OTHER SOCIAl MEDIA ACCOUNT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATION ABOUT YOU TO OTHERS, INCLUDING TO FACEBOOK (IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON FACEBOOK AND YOUR ACCOUNT SETTINGS ON VenderUp). IF YOU DO NOT WANT INFORMATION ABOUT YOU TO BE SHARED IN THIS MANNER, DO NOT USE THE FACEBOOK CONNECT FEATURE. We and Facebook are continually making changes and improvements to this feature, and therefore the available features and information that is shared may change from time to time. These changes may take place without notice to you and may not be described in these Terms of Service.
  
  PayPal Checkout and VenderUp Payments
  
  You acknowledge that PayPal Checkout and/or VenderUp Payments will be your default payments gateway(s) and that it is your sole responsibility as the Account Owner to activate and maintain these accounts.  If you wish to use PayPal Checkout, you must enroll for the service through PayPal. By enrolling, you enter into an agreement with PayPal subject to the agreements, terms and policies of PayPal. VenderUp is not a party to the PayPal agreements, terms and policies and is not responsible for the payment services provided by PayPal. If you do not wish to keep either of the payment gateway active, it is your responsibility to deactivate them.
  
  Making or accepting payment using VenderUp Payments requires you maintain an account with VenderUp’s then-current payment processor for the VenderUp Payments ("Payment Provider"). VenderUp, in its sole discretion, may from time to time impose limits on your ability to make and/or receive payments through the VenderUp Payments. Additionally, the Payment Provider may impose its own limits on your use of the VenderUp Payments. THE PAYMENT PROVIDER MUST ACCEPT YOUR APPLICATION TO USE THE VenderUp PAYMENTS BEFORE YOU CAN RECEIVE SALES PROCEEDS VIA THE VenderUp PAYMENTS. IF THE PAYMENT PROVIDER REJECTS YOUR APPLICATION OR YOU FAIL TO SET UP A PAYMENT PROVIDER ACCOUNT WITHIN 90 DAYS AFTER COMPLETION OF A SALE PROCESSED THROUGH THE VenderUp PAYMENTS, THEN THE PAYMENT PROVIDER MAY DISABLE OR LIMIT YOUR ABILITY TO RECEIVE SALES PROCEEDS VIA THE VenderUp PAYMENTS.
  
  YOUR RIGHT AND/OR ABILITY TO RECEIVE SALES PROCEEDS VIA THE VenderUp PAYMENTS MAY BE REVOKED, DISABLED, OR LIMITED IF THE PURCHASE OR SALE VIOLATES ANY OF THESE TERMS.
  
  Anti-Corruption, Export and Sanctions Compliance
  
  With respect to these Terms of Service, you represent, warrant, and covenant that you:
  
  - have not and will not violate, or cause any party to be in violation of, any applicable anti-bribery or anti-corruption law (including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute in 18 U.S.C. 201), anti-kickback laws, anti-money laundering and anti-terrorist financing laws, sanctions, embargoes, export controls, import controls, anti-fraud laws, or any other applicable law, regulation, or order (collectively, “Applicable Laws”);
  
  - have not and will not use or apply the Products and Services or our website in violation of Applicable Laws;
  
  - have not and will not with a corrupt, improper, or illegal intention directly or indirectly (through third parties) pay, provide, promise, offer, authorize, solicit, or accept any money, gift, hospitality, entertainment, favor, financial advantage, or other thing of value to or from any individual, organization, political party, or entity whether in the public or private sector in any country in order to obtain, retain, or direct regulatory approvals, licenses, permits, business, contracts, investments, sales, tax or duty assessments, import or export clearances, foreign exchange clearances, or other advantages;
  
  - shall cause all of your employees, officers, directors, agents, contractors, vendors, and partners (collectively, “Relevant Parties”) to comply with all of the terms contained in this Anti-Corruption, Export and Sanctions Compliance Section;
  
  - are not, and will ensure that your Relevant Parties and customers are not, (a) nationals, residents, agents or representatives of Iran, Cuba, North Korea, Syria, the Crimea Region of Ukraine, or any other region subject to comprehensive U.S. sanctions; (b) on the List of Specially Designated Nationals & Blocked Persons, the Sectoral Sanctions Identifications (SSI) List, or Foreign Sanctions Evaders List maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or any other applicable list of sanctioned, embargoed, blocked, criminal, or debarred persons maintained by any U.S. or non-U.S. government, the European Union, Interpol, the United Nations, the World Bank, or any other public international organization (each such list, a “Sanctions List”); (c) an entity that is 50% or more owned, individually or in the aggregate, directly or indirectly, by, is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on a Sanctions List; or (d) otherwise the target of any sanctions, suspensions, embargoes or debarment by the U.S. government or any other government or public international organization;
  
  - shall secure all necessary export/sanctions licenses or authorizations to the extent applicable and necessary;
  
  - shall implement an effective, risk-based compliance program and necessary internal controls (including, but not limited to, conducting sanctions screenings of your Relevant Parties and customers) to ensure compliance with Applicable Laws and this Anti-Corruption, Export and Sanctions Compliance Section;
  
  - shall reasonably cooperate with VenderUp to (a) ensure compliance with sanctions, embargoes, and other Applicable Laws and/or (b) review and remediate actual or potential violations of sanctions or other Applicable Laws, including, but not limited to, suspending or terminating the supply of products or services to customers or other persons that appear on a Sanctions List or are otherwise the target of sanctions and other similar restrictions.
  
  A violation of the foregoing representations, warranties, or covenants will constitute a material breach of these Terms, and, in the event of such a violation, VenderUp may, at its sole option, terminate this Agreement for cause and without further liability or obligation on the part of VenderUp. Any such breach will entitle VenderUp to seek to be indemnified by you and/or obtain injunctive and other equitable relief, in addition to any other remedies which may be available under Applicable Laws.
  
  Taxes
  
  You are responsible for and to collect any sales, use, duty, or other governmental taxes or fees due with respect to your purchases or sales through VenderUp Products and Services.
  
  Identity Protection
  
  You are responsible for updating and maintaining the truth and accuracy of the information you provide to us relating to your account. You are also responsible for maintaining the confidentiality of your account and password and for restricting access to your VenderUp account. If you disclose your password to anyone or share your account with other people, you take full responsibility for their actions. Where possible, users of public or shared networks should log out at the completion of each visit. If you find that you are a victim of identity theft and it involves a VenderUp account, you should notify us at help@venderup.com. Then, you should report this instance to all your card issuers, as well as your local law enforcement agency. Also, you should be mindful of any communication requesting that you submit credit card or other account information. Providing your information in response to these types of communications can result in identity theft. Always access your sensitive account information by going directly to the VenderUp website and not through a hyperlink in an email or any other electronic communication, even if it looks official. VenderUp reserves the right to place any account on hold anytime with or without notification to the member in order to protect itself and its partners from what it believes to be fraudulent activity. VenderUp is not obligated to credit or discount a membership for holds placed on the account by either a representative of VenderUp or by the automated processes of VenderUp.
  
  Warranties
  
  UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, VenderUp MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. VenderUp DOES NOT WARRANT THE RESULTS OF USE OF ANY OF THE PRODUCTS AND SERVICES, AND ACCOUNT HOLDER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.
  
  Limitation of Liability and Damages
  
  IN NO EVENT SHALL VenderUp, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILATIES, AGENTS OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARLY DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL OR INTANGIBLE DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS AND SERVICES, OUR WEBSITE, AND ALL CONTENTS AND SOFTWARE ASSOCIATED THEREWITH, OR OTHERWISE RELATED TO THE PRODUCTS AND SERVICES, INCLUDING ANY FEATURES OR FUNCTIONALITIES ASSOCIATED THEREWITH. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PRODUCTS AND SERVICES, INCLUDING OUR WEBSITE AND USER INTERFACES, AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF YOUR PREVIOUS THREE (3) MONTHS OF FEES PAID TO VenderUp ON YOUR MEMBERSHIP PLAN. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION OR OTHER SECTIONS OF THESE TERMS OF SERVICE, INCLUDING ANY PORTION OF ANY POLICY, TO BE UNENFORCEABLE, THEN THOSE PORTIONS DEEMED UNENFORCEABLE SHALL BE SEVERED AND THE TERMS OF SERVICE SHALL BE ENFORCED ABSENT THOSE PROVISIONS AND ANY LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
  
  Indemnification
  
  You shall indemnify VenderUp for damages, costs and attorneys fees that VenderUp incurs from any third party claim that (i) arise from your modification of the Products and Services or (ii) the use by VenderUp of any materials provided to VenderUp by you for use in the Products and Services infringe any  patent, copyright, trademark, trade secret or other intellectual property right under law. You shall assume the defense of any third party claim with counsel reasonably satisfactory to VenderUp. VenderUp may employ its own counsel in any such case, and shall pay such counsel’s fees and expenses. You shall have the right to settle any claim for which indemnification is available; provided, however, that to the extent that such settlement requires VenderUp being indemnified to take or refrain from taking any action or purports to obligate VenderUp being indemnified, then you shall not settle such claim without the prior written consent of VenderUp, which consent shall not be unreasonably withheld, conditioned or delayed. THE PARTIES DISCLAIM THE IMPLIED WARRANTY OF NON-INFRINGEMENT, RELYING INSTEAD ON THE TERMS OF THIS SECTION.
  
  Additional disclaimers or limitations of liability may be contained in the various third party software, licensing and service agreements you may have agreed to in order to access the Products and Services.
  
  Intellectual Property
  
  The Products and Services, including all content included on our user interfaces, or delivered to members as part of the Products and Services, including, but not limited to, source code, data compilations, and software, are the property of VenderUp or its licensors and are protected by United States and international copyright, trade secret or other intellectual property laws and treaties. While the Products and Services include open-source software available for free, the compilation of all content and any software or other materials provided by VenderUp, or in connection with the Products and Services are the exclusive property of VenderUp and its licensors and are protected by the copyright and trade secret laws in the territories in which the Products and Service operate and by international treaty provisions. Content shall not be reproduced or used without express written permission from VenderUp or its licensors. You agree to adhere to the restrictions set forth in these Terms of Service. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible from VenderUp, not to insert any code or product into or manipulate the content of the Products and Services in any way, and not to use any data mining, data gathering or extraction method. VenderUp reserves the right to terminate your membership hereunder if VenderUp, in its sole and absolute discretion, believes that you are in violation of VenderUp software restrictions, restrictions against copying the Products and Services provided to you by us, or other unauthorized copying or use of our proprietary content in violation of the copyrights of VenderUp and its licensors. VenderUp does not promote, foster or condone the copying of third party products or categories or any other infringing activity. While the use of the Products and Services, including demos of online stores, store products and services, are for your commercial use, such items proprietary to third parties are not. Please see the instructions at the end of these Terms of Service for notifying us of the presence of any allegedly infringing content of the Products and Services, including any on the website, venderup.com.
  
  Trademarks that appear on the VenderUp website and user interfaces are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by VenderUp. Any images of persons or personalities contained on the VenderUp website and user interfaces are not an indication or endorsement of VenderUp or any particular product or our service unless otherwise indicated.
  
  Use of Information Submitted
  
  VenderUp is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us (“Feedback”), including responses to questionnaires or through postings to the Products and Services, including the VenderUp website and user interfaces, without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Products and Services. Furthermore, by posting any Feedback on our site, submitting Feedback to us, or in responding to questionnaires, you grant us a perpetual, worldwide, non-exclusive, royalty-free irrevocable license, including the right to sublicense such right, and right to display, use, reproduce or modify the Feedback submitted in any media, software or technology of any kind now existing or developed in the future.
  
  Please note VenderUp does not accept unsolicited materials or ideas for use or publication, and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to VenderUp. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you are waiving any claim against VenderUp and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the idea you sent.
  
  Service Testing
  
  From time to time, we test various aspects of our Products and Services, including our website, other user interfaces, service levels, plans, promotions, features, delivery, and pricing, and we reserve the right to include you in or exclude you from these tests without notice.
  
  Customer Service
  
  If you need assistance with your account, you may find answers and support on our community forums and using other resources and contacts found on VenderUp’s website, venderup.com. You can also reach us with customer service questions at help@venderup.com
  
  Limitations on Use
  
  You may not download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms of Service), modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Products and Services, without our express written consent. VenderUp does not promote, foster or condone the copying of third-party content, or any other infringing activity. You may not circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Products and Services. You may not frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of VenderUp without our express written consent. You may not purchase search terms or use any meta tags or any other “hidden text” utilizing the VenderUp name or trademarks without our express written consent. Any unauthorized use of the Products and Services or its contents will terminate the limited license granted by us and will result in the cancellation of your membership.
  
  Third Party Apps, Software, Products, Services and Websites
  
  VenderUp may from time to time recommend or enable third party apps, software, products, services or websites links for your consideration or use. Such apps, software, products, services, and links are provided only as a convenience to you and does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with VenderUp with respect to any third party, any third party’s party apps, software, products, services or websites. These Terms of Service do not apply to such third party apps, software, products, services or websites and you should review such third party the agreements relates to such third party apps, software, products, services or websites they may be different than these Terms of Service and it is your sole responsibility to comply with such third party terms. Your use or access to any third party’s apps, software, products, services or websites is at your own risk. VenderUp MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY APPS, SOFTWARE, PRODUCTS, SERVICES OR WEBSITES AND WILL NOT BE LIABLE FOR YOUR USE OF ANY THIRD PARTY APPS, SOFTWARE, PRODUCTS SERVICES OR WEBSITES.
  
  Claims of Copyright Infringement
  
  It is the policy of VenderUp to respect the intellectual property rights of others. VenderUp does not condone the unauthorized reproduction or distribution of copyrighted content. If you believe your work has been reproduced or distributed in a way that constitutes copyright infringement or are aware of any infringing material available through the Products and Services, please contact help@venderup.com for explicit instruction on how to address the issue.
  
  Governing Law
  
  These Terms of Service shall be governed by and construed in accordance with the laws of the state of Pennsylvania, U.S.A. without regard to conflict of laws provisions. If any provision or provisions of these terms shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and shall remain in full force and effect.
  
  Arbitration Agreement
  
  You and VenderUp agree that any dispute, claim or controversy arising out of or relating in any way to the Products and Services, including our website, user interfaces, these Terms of Service and this Arbitration Agreement, shall be determined by binding arbitration in Cumberland County, Pennsylvania, instead of in courts of general jurisdiction. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to these Terms of Service, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and VenderUp are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your VenderUp membership.
  
  YOU AND VenderUp AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and VenderUp agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
  
  Modifying and Terminating our Services
  
  We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.